Constitution OF Cambia - A Company Limited by Guarantee

Table of contents:

1. Preliminary
2. Objectives
3. Income and Property of Company
4. Payments to Directors
5. Membership - Becoming a Member
6. Membership -Ceasing to be a Member
7. General Meetings - Power to Convene General Meeting
8. General Meetings - Notice of General Meeting
9. Proceedings at General Meetings – Business conducted
10. Proceedings at General Meetings –Chairperson
11. Proceedings at General Meetings – Quorum
12. Proceedings at General Meetings – Adjournment
13. Proceedings at General Meetings –Decision of resolutions
14. Proceedings at General Meetings – Taking a poll
15. Proceedings of Members – Resolutions without a general meeting
16. Votes of Members – Entitlement to vote
17. Board of Directors - Composition of the Board
18. Board of Directors – Appointment of Directors
19. Board of Directors - Vacation of office
20. Powers of the Board
21. Proceedings of the Board – Directors' meetings
22. Proceedings of Directors – Decision of questions
23. Proceedings of Directors - Directors' committees
24. Proceedings of Directors –Resolutions without meeting
25. Proceedings of Directors – Appointment of a proxy
26. Proceedings of Directors – Validity of acts of Directors
27. Proceedings of Directors – Directors’ interests
28. Proceedings of Directors – Minutes and registers
29. Secretary
30. Seal
31. Inspection of Records
32. Audits and Accounts
33. Winding up
34. Indemnity and Insurance
    
    
    

1. PRELIMINARY

This page contains definitions etc.

2. OBJECTIVES

2.1 The objectives for which CAMBIA is established are:

(a) to conduct basic and applied research in any scientific, technical, legal, economic, policy, informatics or engineering discipline that relates to the application of innovation in the sciences, particularly in but not limited to the life sciences including any aspect of public health, environmental sciences, or agricultural research or practice;

(b) to develop, apply and make available tools, methodologies, policies and practices to enable users to better overcome biological, environmental, intellectual property, business and other constraints to their capability to innovate, and to use the results of innovation, to solve their own problems in areas such as food security, public health, and resource stewardship;

(c) to establish and maintain appropriate educational programs in life sciences, intellectual property, or other areas relevant to the objectives of CAMBIA, and to educate agricultural researchers, public health professionals, scientists, governing officials, policymakers, farmers and other local users of technologies in the use and application of such tools and methodologies created by ourselves and others;

(d) to provide biological materials related to such tools and methodologies, where feasible and appropriate;

(e) to evaluate, develop, distribute and support hardware, software, databases and related computer and information services to enhance access to information resources and collaborative use and improvement of results, including information and results pertaining to research, development and education, intellectual property resources, and communication infrastructures;

(f) to develop, evaluate, distribute, support and certify open source-based licenses and other legal instruments to provide and maintain open access to patented, patentable and related technologies, open access to materials, data, and improvements based on them, and open capabilities for sustainable use of these technologies , materials and improvements;

(g) to evaluate and participate in or advise on development of materials, software, information and equipment which may be used in the application of such techniques, tools and methodologies;

(h) to undertake any lawful activities that would contribute directly or indirectly towards achievement of the preceding objectives.

2.2 CAMBIA may only exercise the powers in section 124(1) of the Corporations Law to:

(a) carry out the objectives in clause 2.1; and

(b) do all things incidental or convenient in relation to the exercise of power under clause 2.2(a).

2.3 CAMBIA may not use its funds to support any activity or endeavor to impose on its Members, any regulations or restrictions that would make it a trade union within the meaning of the Trade Unions Act of the Commonwealth of Australia.

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3. INCOME AND PROPERTY OF COMPANY

3.1 The income and property of CAMBIA, however derived, will only be applied towards the promotion of the objectives of CAMBIA as set out in clause 2. 

3.2 No part of income or property may be directly or indirectly paid or transferred, such as by way of dividend, bonus, or otherwise, to any Member of CAMBIA, except:

(a) in return for services rendered or for goods supplied in the ordinary course of business;

(b) for interest at a rate not exceeding current bank overdraft rates of interest for moneys lent by a Member; or

(c) for reasonable or proper rent for premises leased by a Member to CAMBIA. 

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4. PAYMENTS TO DIRECTORS

4.1 No payment will be made to any Director of CAMBIA other than:

(a) payment for out-of-pocket expenses incurred by a Director in carrying out any duties of a Director up to an amount approved by the Board; 

(b) payment for any service rendered to CAMBIA by a Director in a professional or technical capacity, other than in the capacity as Director, where the provision for that service has the prior approval of the Board, the amount payable is approved by a resolution of the Board, and is on reasonable commercial terms; 

(c) payment for salary or wage due to a Director in capacity as an employee of CAMBIA;

(d) payment for an insurance premium in respect of a contract insuring a Director to which subsection 243K(7B) of the Corporations Law refers; or

(e) payment for a financial benefit to a Director to which subsection 243K(7A) of the Corporations law refers.

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5. MEMBERSHIP - Becoming a Member

5.1 The total number of Members of CAMBIA shall not be limited to a maximum but must not fall below a minimum of five (5) Members.

5.2 The Members of CAMBIA will be

(a) the persons who have subscribed to this Constitution; and

(b) any other person whom the Members admit to membership in accordance with this Constitution. 

5.3 An applicant for Member must submit in writing an application for membership, which is signed by the applicant and the proposing Member and seconding Member, and be in such form as the Members of CAMBIA from time to time prescribe.

5.4 At the next meeting of Members after the receipt of any application for membership, the application will be considered by the Members who will determine whether to accept or reject the applicant. If the application for membership is rejected, the Members will not be required to give reasons for the rejection. 

5.5 As soon as practicable following acceptance of an application for membership, the Executive Director will send the applicant written notice of the acceptance. 

5.6 No entrance fee or annual subscription will be payable by any Member or prospective Member.

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6. MEMBERSHIP - Ceasing to be a Member

6.1 A Member ceases to be a member of CAMBIA:

(a) upon resigning in writing to the Secretary, from the date of receipt of notice by the Secretary;

(b) if a majority of three-quarters of the Members present and voting by resolution at a meeting of Members terminate the membership of a Member:

(i) for failing to comply with any provision of this Constitution or demonstrating conduct unbecoming of a Member or prejudicial to the interests of CAMBIA;

(ii) but only after the Member has been given at least 21 days notice of the date and time of the meeting and of what is alleged against the Member and the Member has had an opportunity to be heard, orally or in writing, at the meeting at which the resolution is proposed; 

(c) upon death;

(d) upon becoming of unsound mind or whose person or estate is subject to a law relating to mental health; or

(e) upon being convicted of a criminal offence.

6.2 A Member may be censured, fined or suspended:

(a)  for failing to comply with any provision of this Constitution or demonstrating conduct unbecoming of a Member or prejudicial to the interests of CAMBIA;

(b) provided that the Member has been given at least 21 days notice of the date and time of the meeting and of what is alleged against the Member

and the Member has had an opportunity to be heard, orally or in writing, at the meeting at which the resolution is proposed. 

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7. GENERAL MEETINGS Power to convene general meeting

7.1 Any two Members, or 5% of the total number of Members with votes that may be cast at a general meeting, whichever is greater, may convene a general meeting by submitting a request in accordance with Section 7.3.

7.2 Any two Directors may, at any time, convene a general meeting by submitting a request in accordance with Section 7.3. 

7.3 The request must:

(a) be in writing;

(b) state any resolution to be proposed at the meeting;

(c) be signed by the Members making the request; and

(d) be given to the company Secretary.

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8. GENERAL MEETINGS Notice of general meeting

8.1 Subject to the provisions of the Corporations Law allowing general meetings to be held with shorter notice, at least 21 days notice (exclusive of the day on which notice is served and of the day of the meeting), must be given in writing to each Member.

8.2 A notice convening a general meeting:

(a) must specify the place, date, and time of the meeting;

(b) must state the general nature of the business to be dealt with at the meeting;

(c) must state any intention to propose a stated special resolution, if any, and if so, must state the proposed special resolution; and

(d) must state with reasonable prominence that a Member is entitled to appoint a proxy according to Section 249X of the Corporations Act in effect in Australia at that time.

8.3 A notice of an annual general meeting need not state the business to be transacted at the meeting unless that business is special business other than:

(a) the consideration of the annual financial report, Directors' report and the Auditor's report;

(b) the election of directors; or

(c) the appointment and fixing of the remuneration of the Auditor.

8.4 The failure or accidental omission to send a notice of a general meeting to any Member or the non-receipt of a notice by any Member does not invalidate the proceeding or any resolution passed at the general meeting.

8.5 Written notice of cancellation or postponement of a general meeting must be given to all persons entitled to receive notices of general meetings from CAMBIA at least three days before the date for which the meeting is convened and must specify the reason for cancellation or postponement.

8.6 A notice postponing the holding of a general meeting must additionally specify a new date, time, and place for the meeting; and be provided in accordance to the notice provisions of clause 8.1

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9. PROCEEDINGS AT GENERAL MEETINGS – Business conducted

9.1 The business of an annual general meeting is to receive and consider the annual financial report; the reports of the Directors and the Auditor, the election of the Directors, and the appointment and fixing of remuneration of the Auditor. 

9.2 all business other than that referred to in clause 9.1 is special business.

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10. PROCEEDINGS AT GENERAL MEETINGS--Chairperson

10.1 At each general meeting, including the annual general meeting, a chairperson shall be elected by show of hands. 

10.2 The chairperson is entitled to preside at the meeting and if there is an equality of votes, whether on a show of hands or on a poll, the chairperson is entitled to a casting vote in addition to any votes to which the chairperson is entitled as a Member and as proxy of a Member.

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11. PROCEEDINGS AT GENERAL MEETINGS-- Quorum

11.1 A quorum of Members is two-thirds of the Members, provided that at least two Members are present in person at the stated place of the meeting. In determining whether a quorum is present, proxies are counted. 

11.2 No business may be transacted at a general meeting unless a quorum of Members is present.

11.3 If within 30 minutes after the time appointed for a meeting a quorum is not present, the meeting is automatically adjourned for one week at the same time and place. If there is no quorum at the resumed meeting, the meeting is dissolved.

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12. PROCEEDINGS AT GENERAL MEETINGS-- Adjournment

12.1 The chairperson of the meeting may with the consent of a majority of the Members present and must if so directed by at least a majority of the Members present adjourn the meeting.

12.2 The only business that can be transacted at an adjourned meeting is the business left unfinished at the meeting from which the adjournment took place.

12.3 If a meeting is adjourned for more than 30 days, notice of the adjournment must be given in accordance with article 8.2.

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13. PROCEEDINGS AT GENERAL MEETINGS--Decision of resolutions

13.1 Ordinary resolutions are passed if a majority of Members who are present and eligible to vote at the meeting cast a vote in favor of the resolution. 

13.2 Special resolutions are passed if three quarters (75%) of those present and eligible to vote at the meeting cast a vote in favor of the resolution. 

13.3 Every question submitted to a meeting for a vote is decided by a show of hands, unless a written poll is demanded by at least two (2) Members entitled to vote or demanded by the chairperson. 

13.4 Unless a poll is demanded:

(a) a declaration by the chairperson of the meeting that the resolution has been carried, carried by a particular majority, or lost; and

(b) an entry to that effect in the minutes of the meeting,

are conclusive evidence of the fact and it is not necessary to prove the number or proportion of votes cast in favor of or against the resolution.

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14. PROCEEDINGS AT GENERAL MEETINGS – Taking a poll

14.1 A poll will be taken at once, after an interval, after adjournment, or otherwise as the chairperson of the meeting directs, except that a poll on election of a chairperson or question of adjournment must be taken immediately. 

14.2 The result of the poll is deemed the resolution of the meeting at which the poll was demanded.

14.3 A demand for a poll does not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.

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15. PROCEEDINGS OF MEMBERS – Resolutions without a general meeting

15.1 Subject to the Corporations Law, a resolution in writing signed or approved by other written means, such as by email, by all Members eligible to vote is valid and effectual as if it had been passed at a meeting of the Members duly called.

15.2 Such a resolution is constituted at the time of the last signature or approval of the resolution and may consist of several documents in like form each signed by one or more of the Members.

15.3 If a resolution is written by email,

(a) an actual signature is not required;

(b) emails from the Members are sent to the Company Secretary, who will then inform all the Members, the Chief Executive Officer and the Chairman of the Board of the outcome of the resolution. 

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16. VOTES OF MEMBERS – Entitlement to vote

16.1 Subject to any other rights or restrictions under this Constitution, each Member present in person has one (1) vote and each person present as proxy of a Member has one (1) vote for each Member that the person represents.

16.2 A Member entitled to attend at a meeting of CAMBIA is entitled to appoint another person, according to Section 249X of the Corporations Act, as proxy to attend in the Member’s place at the meeting.

16.3 A proxy has the same right as the Member to speak and vote at the meeting, including voting by a show of hands, and to demand or join in demanding a poll.

16.4 The appointing Member may instruct the proxy to vote for or against any proposed resolutions. Unless otherwise instructed, a proxy may vote as the proxy chooses.

16.5 A proxy's appointment is valid at an adjourned or postponed meeting unless notice of revocation of proxy is received at least 24 hours before the time of the meeting.

16.6 An instrument appointing a proxy must be in substantially the following form:

I, [Member's Name], being a Member of CAMBIA hereby appoint [Another person's Name, according to Section 249X of the Corporations Act] as my proxy to vote for me and on my behalf at the general meeting of CAMBIA to be held on the [date] day of [month][year], and at any adjournment.

This form is to be used in favor of/against* the resolution/s*.

Signed this [date] day of [month], [year] .

.................................................

Signature of Member

*Strike out whichever is not desired.

Unless otherwise instructed the proxy may vote as the proxy chooses

16.7 To be effective, the proxy instrument must be received by post, by fax, or by email with confirmation copy to follow, by the Secretary at least 48 hours before the time specified for the meeting or adjourned meeting at which the appointee proposes to vote; or, at least 48 hours before the time appointed for taking the poll, on which the proxy proposes to vote.

16.8 A vote cast by a proxy or attorney is valid notwithstanding:

(a) the appointer's death;

(b) the appointer became of unsound mind; or

(c) the appointer otherwise revoked the proxy,

unless written notification was received by the Secretary before the vote is cast or before the relevant meeting.

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17. BOARD OF DIRECTORS -- Composition of the Board

17.1 There will be a Board of Directors of CAMBIA known as the Board, which will consist of the Executive Officer and the Directors.

17.2 The Executive Officer and the Directors may or may not be Members.

17.3 The number of Directors will be limited to a minimum of three (3) and a maximum of ten (10) at any one (1) time.

17.4 From among their own number, the Board will elect and appoint a chairperson of the Board.

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18. BOARD OF DIRECTORS – Appointment of Directors

18.1 Prior to appointment, a person must provide the Secretary with a signed consent to act as a Director. 

18.2 Directors may be nominated by the Board or the Members and are approved for an appointment of two (2) years by a vote of the Members. Directors whose term is expiring are eligible for re-election. 

18.3 A written notice of all director vacancies and each candidate for election must be sent to all Members at least seven days before every general meeting at which an election of a Director will take place. 

18.4 If a Director vacancy arises, Directors may appoint a person as a director to fulfill the vacating Director's term, to be confirmed by the Members within 2 (two) months of the appointment. 

18.5 If no general meeting is scheduled to take place within one (1) calendar month of the nomination, the appointment must be approved or rejected by written resolution of the Members.

18.6 Directors will not be entitled to attend any Board meeting until they have executed a confidentiality agreement, unless they have already executed such a confidentiality agreement by virtue of being an employee or Member of CAMBIA.

18.7 Appointments for Directors other than the Executive Officer are for a term of two (2) years. The terms should be staggered such that each year, one-half of the Directors, if an even number, or the next closest integer to one-half, if an odd number, should have a term that expires. 

18.8 A retiring Director may act until the conclusion of the annual general meeting at which s/he retires.

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19. BOARD OF DIRECTORS --Vacation of office

19.1 The office of a Director is automatically vacated if the person:

(a) is prohibited by the Corporations Law from continuing as a Director;

(b) is removed by a resolution of the Members per Section 203 of the Corporations Act;

(c) in the case of the Executive Officer, ceases to hold the position of chief executive officer of CAMBIA;

(d) resigns by giving written notice to the Secretary; or

(e) is at the end of the term of appointment. 

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20. POWERS OF THE BOARD

20.1 The business of CAMBIA is vested in the Board, who may exercise all powers of CAMBIA that this Constitution and the Corporations Law do not require to be exercised by the Members in general meeting.

20.2 Without limiting the generality of clause 20.1, the Directors may exercise all the powers of CAMBIA to:

(a) incur expenses in promoting and registering CAMBIA;

(b) borrow money with security;

(c) raise money;

(d) secure the repayment, satisfaction or performance thereof for any debts, liabilities, contracts, or obligations incurred or undertaken by CAMBIA in such manner and on such terms as they think fit.

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21. PROCEEDINGS OF THE BOARD – Directors' meetings

21.1 On the request of two (2) Directors, or the Executive Officer, or the chairperson of the Board, the Secretary must convene a meeting of the Board.

21.2 Written notice for a Directors’ meeting should be provided at least 48 hours prior to the meeting. A Director who is not in Australia is entitled to notice of a meeting of the Board.

21.3 The Board may meet for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit. 

21.4 The Directors need not all be physically present in the same place for a Directors' meeting to be held, provided that:

(a) all the Directors wanting to take part in the meeting are linked by telephone or other means of instantaneous communication for the purposes of the meeting; and

(b) at the commencement of the meeting each Director acknowledges the telephonic presence of a Director and the Director linked by telephone acknowledges that he or she is able to hear each of the other Directors taking part.

21.5 A Director is deemed to be present and form part of the quorum throughout the meeting unless the Director has obtained the consent of the chairperson of the meeting to leave the meeting.

21.6 A quorum is a majority of Directors eligible to vote on a matter. 

21.7 The Board must meet at least once annually, not less than twenty-one (21) days before the date of the annual general meeting, for the purposes of considering and approving the audited accounts, preparing the Directors’ report to the Members, and for nominating Directors in accordance with clause 19, including replacements for those who are due to retire at the next annual general meeting.

21.8 Directors may act notwithstanding a vacancy in their number but, if and so long as their number is reduced below the minimum, the Directors may act only for the purpose of filling vacancies to the extent necessary to bring their number up to that minimum.

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22. PROCEEDINGS OF DIRECTORS – Decision of questions

22.1 Questions arising at a meeting of the Board will be decided by a majority of votes of those eligible to vote on a matter.

22.2 In the event of an equality of votes, the chairperson has a casting vote in addition to any vote to which the chairperson is entitled to as Director or proxy of a Director.

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23. PROCEEDINGS OF DIRECTORS—Directors' committees

23.1 Subject to the Corporations Law, the Directors may delegate any of their powers to a committee or committees. The Directors may at any time revoke any delegation of power to a committee. 

23.2 At least one (1) member of each committee must be a Director. 

23.3 A committee must exercise its powers in accordance with any directions of the Directors and a power exercised in that way is taken to have been exercised by the Directors.

23.4 Meetings and proceedings of a committee are governed by the provisions of this Constitution as to the meetings and proceedings of the Board so far as they are applicable and are not inconsistent with any directions of the Directors.

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24. PROCEEDINGS OF DIRECTORS –Resolutions without meeting

24.1 A resolution in writing signed by all the Directors who are eligible to vote, is as valid and effectual as if it had been passed at a meeting of the Directors held on the day on which the resolution was last signed by a Director. 

24.2 The written resolution may consist of two (2) or more identical documents, each of which is signed by one or more of the Directors.

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25. PROCEEDINGS OF DIRECTORS – Appointment of a proxy

25.1 A Director is entitled to appoint another Director as proxy to attend in the Director’s place at a Director's meeting. The proxy has the same rights as the Director to speak and vote at the meeting. Such appointment must be in writing under the hand of the Director.

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26. PROCEEDINGS OF DIRECTORS – Validity of acts of Directors

26.1 All acts of the Board, a Board committee, a person acting as a Director, or a person acting as a member of a committee are valid notwithstanding that it is afterwards discovered that there was some defect in the appointment, election or qualification of them or any of them or that they or any of them were disqualified or had vacated office.

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27. PROCEEDINGS OF DIRECTORS – Directors’ interests

27.1 Every Director who has a direct or indirect interest in a matter that is to be considered at a Directors' meeting:

(a) must not vote on the matter or be present while the matter is being considered at the Directors' meeting; and

(b) will not be counted in a quorum in relation to that matter, if to do so would be contrary to the corporations law.

27.2 Each Director must disclose to the company any direct or indirect interest in a matter before the Directors and, in the case of a contract, provide the Company with the names of the parties to the contract, particulars of the contract and the Director's interest in the contract. Failure by a Director to disclose under this clause will not render void or voidable a contract in which the Director has an interest. 

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28. PROCEEDINGS OF DIRECTORS – Minutes and registers

28.1 The Directors must cause minutes to be made of:

(a) the names of all present at all Directors' meetings and meetings of Directors' committees;

(b) all proceedings of Directors' and Directors' committees meetings;

(c) all nominations of Directors;

(d) all orders made by the Directors and Directors' committees; and

(e) all disclosures of interests made pursuant to clause 27.

28.2 Draft minutes are to be provided to all Directors present at the meeting within 7 (seven) days of the meeting, who then have 7 (seven) days to provide the Secretary with any corrections. The Secretary then presents the minutes to the chairperson for formal approval. 

28.3 Minutes must be signed by the chairperson of the meeting.

28.4 Approved minutes are then distributed to all Board members. The Director who is designated Liaison to Members will make a report of the meeting to the Members, which may include a copy of the minutes if so approved by the Directors. 

28.5 The Company must keep all registers required by this Constitution and the Corporations Law. 

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29. SECRETARY

29.1 There must be at least one (1) secretary of the Company appointed by the Directors for a term with remuneration and conditions determined by the Directors.

29.2 The Directors may, subject to the terms of the Secretary's employment contract, suspend, remove or dismiss the Secretary.

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30. SEAL

30.1 If CAMBIA has a seal:

(a) the Directors must provide for the safe custody of the Seal;

(b) the Seal may only be used with the authority of the Directors or a Directors' committee authorised to use the Seal; and

(c) every document to which the Seal is affixed must be signed by a Director and countersigned by: the Secretary, a second Director, or some other person appointed by the Directors for the purpose.

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31. INSPECTION OF RECORDS

31.1 Subject to the Corporations Law, this Constitution, and any resolution of CAMBIA in general meeting, the Directors may determine whether and to what extent, at what times and places, and under what conditions the financial records and other documents of CAMBIA will be open to inspection by the Members other than Directors and other persons.

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32. AUDIT AND ACCOUNTS

32.1 The Directors must cause the Company to keep written financial records in relation to the business of the company in accordance with the requirements of the Corporations Law.

32.2 The Directors must cause the financial records of the Company to be audited in accordance with the requirements of the Corporations law. 

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33. WINDING UP

33.1 If the Company is wound up:

(a) each Member; and

(b)  each person who has ceased to be a Member in the preceding year,

must undertake to contribute to CAMBIA’s property for an amount that need not exceed $10 (10 dollars). 

33.2. If any surplus remains following the winding up of CAMBIA, the surplus may not be paid to or distributed among the Members of CAMBIA, but must be given or transferred to some other institution or institutions, which by its constitution:

(a) has objects similar to the objects of CAMBIA;

(b) prohibits the distribution of its income and property among its members;

the institution or institutions to be determined by the Members of CAMBIA at or before the time of dissolution or, failing such a determination, by a judge who has or acquires jurisdiction in the matter.

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34. INDEMNITY AND INSURANCE

34.1 CAMBIA may indemnify every Director and Officer of CAMBIA to the extent permitted by law.